Additional Conditions to Obligations of RBI Sample Clauses

Additional Conditions to Obligations of RBI. The obligation of RBI to consummate the transactions contemplated hereby, and in particular to complete the Amalgamation, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions: (a) Tevano shall have no employees and all officers and directors of Tevano shall have resigned, effective as of the Effective Date. RBI shall be satisfied, acting reasonably, as to all documentation and terms with respect to such terminations and resignations prior to their negotiation and execution and no related payments or settlements shall be made or required; (b) each of the acts and undertakings of Tevano to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed by Tevano; (c) Tevano shall have furnished RBI with: (i) certified copies of the resolutions duly passed by the board of directors of Tevano approving this Agreement and the consummation of the transactions contemplated hereby; and (ii) certified copies of the resolutions of Tevano Shareholders, passed in the consent resolution, approving the Amalgamation Resolution; (d) no act, action, suit, proceeding, objection or opposition shall have been taken against or affecting Tevano before or by any domestic or foreign court, tribunal or Governmental Agency or other regulatory or administrative agency or commission by any elected or appointed public official or private person in Canada or elsewhere, whether or not having the force of law, and no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been enacted, promulgated, amended or applied, which in the sole judgment of Tevano, acting reasonably, in either case has had or, if the Amalgamation was consummated, would result in a Material Adverse Change respecting Tevano or would materially impede the ability of the Parties to complete the Amalgamation; (e) except as affected by the transactions contemplated by this Agreement, all of the representations and warranties of Tevano contained in this Agreement shall be true in all material respects as at the Effective Date with the same force and effect as though such representations and warranties had been made at and as of such time and Tevano shall have complied in all material respects with its covenants in this Agreement and RBI shall have received a certificate to that effect dated the Effective Date from the President of Teva...
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Related to Additional Conditions to Obligations of RBI

  • Additional Conditions to Obligations of Company The obligation of Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Company:

  • Additional Conditions to Obligations of Buyer The obligation of Buyer to effect the Closing is subject to the satisfaction of each of the following conditions on or prior to the Closing Date, any of which may be waived in whole or in part in writing exclusively by Buyer:

  • Additional Conditions to Obligations of Seller The obligation of Seller to effect the Merger is subject to the satisfaction of each of the following conditions, any of which may be waived, in writing, exclusively by Seller:

  • Additional Conditions to Obligations of the Company The obligations of the Company to consummate the Merger and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Additional Conditions to Obligation of the Company The obligation of the Company to effect the Merger is also subject to the following conditions:

  • Conditions to Obligations OF EACH PARTY TO EFFECT THE MERGER. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is also subject to the satisfaction, or waiver by Parent, at or prior to the Effective Time, of the following conditions:

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to Obligations of Buyer The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by Buyer):

  • Conditions to Obligation of Each Party to Effect the Merger. The respective obligations of each party to effect the Merger shall be subject to the satisfaction at or prior to the Effective Time of the following conditions:

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